Acquisition speed of light microscopy is very critical for live cell imaging, which greatly enhance our ability to understand the dynamic cellular processes. The overall goal of this study is to develop a novel parallel 3D confocal/fluorescence optical imaging system equipped with an electro-optic varifocal lens for rapid depth scanning and digital micromirror device for transverse confocal scanning and hence fast image acquisition. The system provides a new tool to assess tissue and cell function and morphology in real time. This is the first demonstration system using varifocal optical lens for high-resolution imaging of biomedical tissues. Both longitudinal and transverse scanning are performed electro-optically without translational components and the moving effect of the sample due to mechanic vibration of the conventional imaging system can be avoided. The response time of the varifocal lens can be in the order of millisecond. With correct matching CCD camera and electronics, it is feasible to achieve an acquisition speed of a few hundred frames per second. The pixel dwell time is three orders of magnitude higher than the conventional raster scanning confocal imaging. It allows lower laser power and high sensitivity. The proposed system has potential advantages such as high resolution, high sensitivity, large dynamic range, minimized photo bleaching, cost-effective, and flexibility of imaging at different wavelengths. The system has versatile functions, including widefield, confocal, and fluorescence imaging. In the proposed exploratory phase of this technology-driven project, we will evaluate the performance of our novel imaging system on tissue phantoms and live cells. Specifically, we will study live cells (CHO cells expressing specific surface receptors;e.g.,-opioid receptor) that are incubated with quantum dots coated ligand and we will also study uptake and intracellular distribution of antiviral compounds into human keratinocytes and related cell lines. The high performance of the system will be attractive for live cell imaging, tissue imaging, and diagnosis of diseases. PUBLIC HEALTH RELEVANCE: The proposed parallel confocal/fluorescence imaging system using varifocal lens and reconfigurable DMD allows high frame rate, high-resolution 3D live cell imaging without any mechanical translation components. The system has versatile functions, including wide field, confocal, and fluorescence imaging. It has many advantages in comparison with the conventional 3D microscope imaging systems. The pixel dwell time is significantly increased. It allows lower excitation laser power, higher sensitivity, and less thermal damage. Such a system is very promising for live cell imaging and it will significantly improve our ability to understand the dynamic interactions inside the cells and control diseases. Applications of the varifocal lens can be extended to broad fields where adaptive change of focusing power with large aperture, low voltage and low power dissipation is desirable.